EXHIBIT 10.2
                                                ------------


                 AMENDMENT TO THE CADIZ INC.
                   1996 STOCK OPTION PLAN


The Cadiz Inc. 1996 Stock Option Plan is hereby amended as
follows:

  1.     Section 5.1.10 shall be amended by adding the
          following at the end of Section 5.1.10:

          "Notwithstanding the foregoing, the Participant,
          upon written notice to the Committee, may elect
          irrevocably, prior to exercise thereof, to
          voluntarily disqualify any ISO held by the
          Participant and to treat such Option for all
          purposes as a NQSQ.  The Company hereby consents
          to any such valid disqualification of an ISO by a
          Participant and agrees to characterize such Option
          as a NQSQ after receipt of a valid
          disqualification election."

  2.     Section 6.1 shall be amended by adding the
          following at the end of Section 6.1:

          "Notwithstanding the foregoing, if the payment for
          Shares purchased pursuant to the Plan with respect
          to  the  exercise of any Options by a  Participant
          who  has  a deferral election in effect under  the
          Company's   Deferred   Compensation   Plan    (the
          "Deferral  Plan") is paid solely  by  surrendering
          Common  Stock  (which meets the  requirements  set
          forth  in  the  Deferral Plan), the Company  shall
          deliver  to  the  trustee of the  trust,  if  any,
          established under the Deferral Plan, a certificate
          or certificates representing such number of shares
          of  Common  Stock determined by dividing  (i)  the
          excess  of (A) the Fair Market Value of the shares
          of  Common Stock purchased pursuant to such Option
          exercise, over (B) the aggregate exercise price of
          the  shares of Common Stock purchased, by (ii) the
          Fair  Market  Value of one share of Common  Stock.
          In  addition, as soon as practicable after receipt
          of  the  shares  of Common Stock representing  the
          Option  exercise price, the Company shall  deliver
          to  the  Participant a certificate or certificates
          representing shares with a Fair Market Value equal
          to  the aggregate option exercise price paid.  For
          purposes  of  the foregoing, the exercise  of  any
          Option  will  be deemed to have occurred  at  5:00
          p.m.  Pacific  Standard time  on  the  immediately
          preceding business day and Fair Market Value shall
          be determined as of such time."

  3.     Section 7.1 shall be replaced in its entirety  with
          the following:

          "TAX  WITHHOLDING.  The Company may  withhold,  at
          the election of the Participant, from Common Stock
          to  be  issued or cash to be paid under the  Plan,
          the number of shares of Common Stock having a Fair
          Market  Value equal to, or cash in the amount  of,
          or  a combination of shares and cash equal to, the
          amount   of   tax  required  by  any  governmental
          authority  to be withheld to cover any  applicable
          withholding   and   employment  taxes;   provided,
          however, that in the event a deferral election  is
          in  effect  with respect to the shares  of  Common
          Stock deliverable upon exercise of an Option, then
          the   Participant  may  elect  to  have  any  such
          withholding made from the Common Stock tendered to
          exercise    such    Option.    Alternatively,    a
          Participant may pay to the Company the  amount  of
          cash  required  to  be withheld  in  lieu  of  any
          withholding of distribution under the Plan."

     In accordance with authorizations and directions of the
     Board   of  Directors  of  Cadiz  Inc.,  the  foregoing
     amendment to the Cadiz Inc. 1996 Stock Option  Plan  is
     hereby  adopted effective as of March 14, 2001, by  the
     undersigned duly authorized officers.



                         ___________________________________
                              Title:

     _______________________________
     Title:  Secretary